The Statutes of The Roundtable
On Sustainable Palm Oil
Endorsed by the RSPO General Assembly GA17, on 25th November 2020

RSPO Statutes 2020

1

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

THE STATUTES OF THE ROUNDTABLE ON SUSTAINABLE PALM OIL

This Statute is made pursuant to Article 60 of the Swiss Civil Code (“Statutes”)
1.

2.

Name
(a)

An international association named “Roundtable on Sustainable Palm Oil” (“RSPO”) is
established in Zurich in accordance with Article 60 of the Swiss Civil Code and RSPO isgoverned by Swiss Law.

(b)

RSPO is a non-profit association that unites stakeholders from seven sectors of the palm oil
industry to develop and implement global standards for sustainable palm oil.

(c)

RSPO does not pursue activities for the purpose of making profit or for the interests of its
Board of Governors or Members.

Objectives
RSPO’s objectives are to promote the growth and use of sustainable palm oil through cooperation
within the supply chain and open dialogue with its stakeholders and the following are among others,
the tasks that RSPO will work on:

3.

2

(a)

Research and development of definitions and criteria for the sustainable production and useof palm oil;(b)

Undertake practical projects designed to facilitate implementation of sustainable bestpractices;(c)

Development of solutions to practical problems related to the adoption and verification ofbest practices for plantation establishment and management, procurement, trade andlogistics;(d)Acquisition of financial resources from private and public funds to finance projects under the
auspices of the RSPO;(e)

Communication of the RSPO’s work to all stakeholders and to a broader public.

Seat
(a)

The registered office of the RSPO is in the city of Zurich, Switzerland.

(b)

The seat can be transferred by ordinary decision of the Board of Governors and the General
Assembly shall be notified by the Board of Governors of such changes of the seat.

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

4.

Memberships(a)

RSPO shall be composed of the following category of members-:(i)

Ordinary members are any organisations that have either direct involvement, or
have activities around, the palm oil supply chain (“Ordinary Members”);(ii)

Affiliate members are any individuals or organisations that have indirect
involvement or interest in the palm oil supply chain (“Affiliate Members”). Affiliate
Members do not have voting rights at the RSPO General Assembly and they areallowed to publicly state they are Affiliate Members of RSPO;(iii)

Supply chain associates are any organisations that are active in the supply chain of
RSPO certified palm oil and purchase less than 500 metric tons of palm oil products
per year (“Supply Chain Associates”). Supply Chain Associates do not have voting
rights at the RSPO General Assembly and are allowed to publicly state they are
Supply Chain Associates of RSPO;(iv)

Honorary memberships which may be awarded by the Board of Governors to anindividual who has been recognized, to the Board of Governors sole and absolutesatisfaction, of their exemplary and long standing contributions to the RSPO.
Honorary Members do not have voting rights including at the RSPO General
Assembly and they are allowed to publicly state they are Honorary Members of
RSPO. This membership is non-transferable.

The Ordinary Members, Affiliate Members and Supply Chain Associates are collectively
referred to as “RSPO Members”. For avoidance of doubt, subject to Article 4 (a) (iv), Honorary
Members do form part of RSPO’s membership but will, for the purposes of this Statutes, beaddressed and referred to specifically, where necessary.

5.

3

(b)

Each RSPO Member shall be represented by one (1) or more persons of their choice and theirrepresentative(s) must prove their identity with a power of attorney in writing.

(c)Both Ordinary Members and Affiliate Members shall be bound by the Code of Conduct.

RSPO Membership Fee(a)

RSPO Member’s initial membership shall be for a period of two (2) years (“Membership
Period”). The Membership Period will be specified via official notification from the RSPOSecretariat. Upon expiry of the Membership Period, the membership of each RSPO Member
shall be automatically renewed (unless the membership is terminated in writing threemonths before the expiry of the Membership Period) subject to payment of the Membership
Fee.

(b)

An Honorary Member will enjoy a non-transferrable lifetime membership tenure and there
will be no fees attached to this membership.

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(c)The Membership Fee Structure is as follows:
Membership
Category
Ordinary

Membership Sector
Oil Palm Growers
1)
2)
3)
4)

Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Affiliate
Supply Chain
Associates
Honorary
MemberAnnualMembership Fee(Euro)

Oil Palm Growers – Malaysia
Oil Palm Growers – Indonesia
Oil Palm Growers – Rest of the World
Oil Palm Growers – Smallholder GroupManager• >1999 hectare• 1000 – 1999 hectare• <1,000 hectares5) Oil Palm Growers – Small Grower (lessthan 500 hectares)
Palm Oil Processors and/or Traders
Consumer Goods Manufacturers
Retailers
Banks and Investors
Environmental/Nature Conservation
Organisations (Non-Governmental Organisations)Social/Development Organisations (NonGovernmental Organisations)
Affiliate
Supply Chain Associates
Honorary Member

2000
2000
2000

2000
1000
250
500
2000
2000
2000
2000
2000
2000
250
100
No membershipfee for life.

RSPO Members shall pay the Membership Fee for the first year of membership on
submission of an official membership application. The fee for the second year of membershipshall be paid by the Member on the first anniversary as Members of RSPO.
(d)

4

Subject to the renewal as described in Article 5(a), the Membership Fee shall be paid annually
after the renewal.

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6.

Admission of RSPO Members(a)In order to become a RSPO Member, the interested party must complete the application
form in which the completed application form shall be addressed to the Chief Executive
Officer and the Chief Executive Officer shall consider the application request.

(b)

The Chief Executive Officer may reject any application request without having to inform theinterested party of the reasons motivating such decision.

(c)

The Chief Executive Officer shall have the power to delegate the authority to approve or
reject the application request to the Secretariat.

(d)

The membership of the interested party will be effective after the notification ofmembership approval is issued by the Chief Executive Officer.

(e)

The interested party that is applying to become Ordinary Members must specify and qualify
for one of the following sectors and sub-sectors;(i)

Oil palm growers:(i.i) Oil Palm Growers – Malaysia(i.ii) Oil Palm Growers – Indonesia(i.iii) Oil Palm Growers – Rest of the World(i.iv) Oil Palm Growers – Smallholder Group Manager(i.v) Oil Palm Growers – Small Grower

7.

Palm Oil Processors and/or Traders(iii)

Consumer Goods Manufacturers(iv)

Retailers(v)

Banks and Investors(vi)

Environmental/Nature
Organisations)(vii)

Social/ Development Organisations (Non-Governmental Organisations)

Conservation

Organisations(Non-Governmental

Rights of RSPO Members
(a)

5

(ii)

Ordinary Members(i)Ordinary Members shall have voting rights at the General Assembly and are able topublicly state that they are members of RSPO.

(ii)

Ordinary Members can access all the material produced by the Secretariat for
specific documentation.

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(iii)

(b)

(c)

(d)

8.

Affiliate Members(i)Affiliate Members can attend and participate in any of the meetings of the General
Assembly but do not have voting rights.

(ii)

Affiliate Members are allowed to publicly state they are affiliate members of RSPO.

(iii)

Affiliate Members may have limited access to RSPO information as determined by
the Board of Governors

Supply Chain Associates(i)Supply Chain Associates can attend and participate in any of the meetings of theGeneral Assembly but do not have voting rights.

(ii)

Supply Chain Associates are allowed to publicly state they are supply chain associates
of RSPO.

(iii)

Supply Chain Associates may have limited access to RSPO information as determinedby the Board of Governors

Honorary Members(i)

Honorary Members can attend and participate in any of the meetings of the General
Assembly but do not have voting rights.

(ii)

Honorary Members are allowed to publicly state they are Honorary Members of the
RSPO.

(iii)

Honorary Members may have limited access to RSPO information as determined by
the Board of Governors(iv)

Honorary Members may attend any conference officially organized by the RSPO,
participation fees will be waived.

Termination of Membership
(a)

(b)

A membership shall be deemed to have ceased by virtue of the following:(i)

By issuing a resignation letter to the Chief Executive Officer with a minimum notice
period of one (1) month; or(ii)

Death of an individual member or dissolution of a member’s legal entity.

In the event of the following and subject to Article 8 (c) and Article 8 (d):(i)

6Subject to the provisions in Article 11(b), Ordinary Members or their representatives
are eligible for election to the Board of Governors. They can participate in any of themeetings of the General Assembly and thematic Working Groups.

Any circumstances that the Board of Governors may think fit to terminate themembership; orRoundtable on Sustainable Palm Oil (CHE-111.720.599)

(ii)Breach of the Statutes including failing to pay the membership fee within three (3)months of having received an invoice; or(iii)

Breach of the Code of Conduct, subject to any complaints procedures.

The Board of Governors shall notify the RSPO Member of such events pursuant to Article 8(b) (i) through (iii), in which the said RSPO Member shall then explain to the Board ofGovernors of reasons why the membership should not be terminated. The Board ofGovernors may proceed to terminate the membership of such member if the explanation is
not satisfactory in the sole discretion of the Board of Governors without further reference to
the RSPO Member.

9.

(c)

Notwithstanding the generality of Article 8 (b) and subject to Article 8 (d), the Chief Executive
Officer may terminate or suspend the membership of an RSPO Member for breaches of any
rule or code which applies to an RSPO Member under this Statutes or the Code of Conduct
including for the non-payment of the requisite membership fee, provided always that any
such termination or suspension shall be in accordance with procedures to be determined
and approved by the Board of Governors from time to time. In such circumstance, the Chief
Executive Officer shall notify the RSPO Member of its concerns in which the said RSPO
Member shall then explain to the Chief Executive Officer of reasons why the membershipshould not be terminated or suspended. The Chief Executive Officer may proceed toterminate or suspend the membership of such RSPO Member if the explanation is notsatisfactory in the sole discretion of the Chief Executive Officer, without further reference to
the RSPO Member of the Board of Governors. The Board of Governors will be informed after
a termination of suspension of membership has been carried out by the Chief Executive
Officer.

(d)

Notwithstanding Article 8 (b) and (c), the Complaints and Appeals Panels, may suspend or
terminate the membership of an RSPO Member for any breaches in accordance to its
procedures, as endorsed by the Board of Governors. The Complaints and Appeals Panels shallat its sole discretion notify the RSPO Member of the resolution to suspend or terminate themembership, without further reference to the Board of Governors.

(e)

An Honorary Member may cease to assume one’s membership by issuing a written
notification to the Chief Executive Officer with a minimum notice period of three (3) months.
For avoidance of doubt, until and unless an Honorary Member elects to cease being amember of RSPO, the said honorary membership is for life and the Board of Governors may
not, except in exceptional circumstances, terminate the membership of such member.

Ordinary General Assembly(a)7Composition(i)

The ordinary General Assembly shall be comprised of all RSPO Members, including
the Honorary Members.

(ii)

Each RSPO Member shall designate in writing a representative, preferably among its
managerial staff, who will have the authority to attend and represent that RSPO
Member at the ordinary General Assembly.

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

b)

(c)

(iii)

The mandate of such representative of the RSPO Member shall be terminatedautomatically as soon as the representative ceases to be an employee of the RSPO
Member, or his/her association with the RSPO Member ceases to exist or if theirrelations are terminated in any way, or if the membership with RSPO itself is
terminated.

(iv)

If no representative of the Ordinary Members can be present at the ordinary General
Assembly, a proxy can be given to another Ordinary, Supply Chain Associate or
Affiliate Member in writing. Such proxy is valid only for a specific ordinary General
Assembly date. An Honorary Member however may only participate at the ordinary
General Assembly by being present and not through a proxy.

(v)

An Ordinary Member may vote by casting a vote at a General Assembly (whether byitself or by proxy) or by other electronic means in accordance with procedures toregulate voting by means of the internet or other electronic means (“E-Vote”) whichshall be approved from time to time by the Board of Governors ("E-Voting
Procedure").

Notice(i)

The RSPO Members, including all Honorary Members, shall be notified at not lessthan twenty one (21) days, but not more than sixty (60) days before the date of theGeneral Assembly with a written notice for the ordinary General Assembly meeting
stating the place, day and time of the meeting as well as the agenda. The agenda
shall be indicated on the convening note. Only the issues mentioned on the agenda
can be decided upon.

(ii)

The period of not less than twenty one (21) days shall not apply in the case of anannual General Assembly that is adjourned pursuant to Article 9 (c) (iii).

Quorum and Votes(i)

The Board of Governors shall convene a General Assembly of the RSPO annually. The
Board of Governors may provide that Ordinary Members who are not present at thevenue of the General Assembly may exercise their rights by electronic means inaccordance with the E-Voting Procedure.
A General Assembly can be held exclusively by electronic means without a venue.
The Board of Governors shall ensure in the E-Voting Procedure that
1. the identity of the participants is verified;
2. the discussion and opinions expressed in the General Assembly are directlytransmitted;
3. every participant can make proposals and take part in the discussion;
4. the voting result cannot be distorted.
If technical problems occur during the General Assembly, so that the General
Assembly cannot be held properly, it must be adjourned. Resolutions taken by the8Roundtable on Sustainable Palm Oil (CHE-111.720.599)

General Assembly before the technical problems occurred remain valid. Relevant
technical problems that occur during the General Assembly shall be recorded in theminutes.

9(ii)

The General Assembly meeting shall be validly constituted if a minimum of eighty(80) of the Ordinary Members are present or represented at the annual General
Assembly or submits an E-Vote or, if the General Assembly is held exclusively byelectronic means without a venue, the participation of eighty (80) of the Ordinary
Members is established in accordance with the E-Voting Procedure in respect of any
resolution or other matter which requires the decision of the Ordinary Members at
the annual General Assembly.

(iii)

If a quorum, referred to in the above paragraph, is not present within one (1) hourfrom the time appointed for holding the meeting, the chairperson of the meetingshall adjourn to another future date, not less than seven (7) days into the future; andif at such adjourned annual General Assembly, the quorum is not present within one(1) hour from the time appointed for holding the adjourned meeting, the memberspresent shall constitute the quorum. Ordinary Members having left the General
Assembly meeting after verification of the quorum and Ordinary Members
abstaining from voting on a specific item (including invalid votes) shall not bedisregarded for purposes of the voting calculation.

(iv)

The agenda items shall be discussed in the plenum of the General Assembly.

(v)

During the General Assembly every Ordinary Member shall have one vote.

(vi)

All resolutions of the General Assembly shall be made by vote and the voting powerof the Ordinary Members present in each membership sector is determined to havetogether as many votes as there are seats on the Board of Governors according to
Article 11(b) with the following voting weight:
Membership Sector

Voting Weight %Oil Palm Growers

25.0%

Palm Oil Processors and/or Traders

12.5%

Consumer Goods Manufacturers

12.5%

Retailers

12.5%

Banks and Investors

12.5%

Environmental/Nature Conservation Organisations (NonGovernmental Organisations)Social/Development Organisations (Non Governmental
Organisations)

12.5%

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

12.5%

(vii)

Any E-Vote cast pursuant to the E-Voting Procedure shall be deemed to constitute a
vote by an Ordinary Member at the General Assembly.

(viii)In addition to the E-Voting Procedure, the following shall be applicable with regard
to an E-Vote:
§

§

§

(ix)

(d)

Except in the cases of dissolution according to Article 19 below and as statedotherwise, in order for a resolution to be passed by vote the approval by simple
majority of the voting power of the Ordinary Members as calculated in accordancewith Article 9 (c) (vi) is required. The Chairperson of the meeting having a casting
vote, must cast the vote in the event of a tie after the count of the votes and an
abstention is not admissible. In case the vote of the Chairperson is invalid, including
but not limited to void and empty votes, the Chairperson must re-cast the vote until
validity.

The Board of Governors shall cause to be prepared and present to the annual General
Assembly, among other, the following:(i)a report on the activities of the RSPO during its term of office;(ii)

proper accounts, duly audited, of all funds, property and assets of the RSPO for thetwelve months ending on (RSPO's financial year end) immediately preceding suchannual General Assembly;(iii)

the Chairperson(s), assisted by the Chief Executive Officer and members of the Boardof Governors presides over the General Assembly and presents the annual reportand accounts of RSPO.

(iv)

the Treasurer shall report on financial management of the RSPO and submit theprevious end of year statement and the budget for the next accounting period to theapproval of the General Assembly.

(v)

the General Assembly shall decide on, among others, the following:•

10

In the event that the Ordinary Member has voted by way of an E-Vote that
Ordinary Member shall not then cast a vote at the General Assembly in respectof the proposed resolution for which the E-Vote was submitted.
An Ordinary Member may submit their E-Vote at any time between receipt of
the convening note (pursuant to Article 9 (b)(ii) and forty-eight (48) hours before
the scheduled commencement of the Ordinary General Assembly (“E-Voting
Period”). For the avoidance of doubt, any vote which is submitted after the EVoting Period shall not be counted.
In the event the Ordinary General Meeting is adjourned, any E-Vote submitted
by an Ordinary Member in respect of any proposed resolution or other matterfor which the E-Vote was submitted shall not be counted as a vote by theOrdinary Member at the adjourned Ordinary General Assembly and the Ordinary
Member shall be entitled to cast a fresh vote in respect of any similar resolution
or matter requiring a resolution at the adjourned Ordinary General Meeting.

the annual membership fee to be paid by the members.

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•

(vi)

(vii)
(e)

10.

11

approves the accounts of the previous fiscal year and gives discharge to theBoard of Governors or on request as provided below, any other item can bebrought on the agenda;

The General Assembly meeting has the power to take all necessary or useful actions
to accomplish the purpose of RSPO. In particular, but without any limitation, it has
the power to:•Elect the members of the Board of Governors as detailed in Article 11(b);•Elect the auditor of RSPO;•

Establish the principle guidelines for the general policy of RSPO;•Take into consideration and decide on proposals of the Board of Governors;•

Take into consideration and decide on proposals of the Ordinary Members
which in order to be tabled require proponents who come from at least 3(three) of the 7 (seven) membership sectors as described in Article 11 (b) inaccordance with procedures as endorsed by the Board of Governors fromtime to time;•

Make all recommendation to the Board of Governors in view of theestablishment of any useful Committee or Working Group;•

Approve RSPO annual accounts and budgets.

After exhaustion of all other items on the agenda, the resigning members of theBoard of Governors shall be replaced by elections.

Minutes(i)

The deliberations of the General Assembly meetings shall be recorded in minutes
prepared and signed by the Chairperson(s) of the meeting and approved by theGeneral Assembly.

(ii)

All RSPO Members, including all Honorary Members, shall have access to the minutes
which will be available on the RSPO website. Paper copies will be available on
request. All minutes are kept in a register at the Secretariat, where all members may
consult and take copies thereof.

Extraordinary General Assembly(a)

If needed or upon request of one fourth of the registered Ordinary Members, the Chairman
must convene an Extraordinary General Assembly to the formalities set in Article 9.

(b)During the Extraordinary General Assembly, every Ordinary Member shall have one vote.

(c)

Any Ordinary Member may vote in person or by proxy whereby, if no representative of theOrdinary Member can be present at the Extraordinary General Assembly, a proxy can begiven to another Ordinary, Supply Chain Associate or Affiliate Member in writing. Such proxy

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

is valid only for a specified Extraordinary General Assembly and for a specified topic on theagenda. An Honorary Member however may only participate at the Extraordinary General
Assembly by being present and not through a proxy.
(d)

An Ordinary Member may cast a vote at an Extraordinary General Assembly or by otherelectronic means in accordance with the E-Voting Procedure.

(e)

Any E-Vote cast pursuant to the E-Voting Procedure shall be deemed to constitute a vote byan Ordinary Member at the Extraordinary General Assembly.

(f)

In addition to the E-Voting Procedure, the following shall be applicable with regard to an EVote:
•

•

•

11.

(g)

Except in the cases of dissolution according to Article 19, resolutions are taken at the majorityof the votes of the Ordinary Members present. The Chairperson of the meeting having a
casting vote, must cast the vote in the event of a tie after the count of the votes and an
abstention is not admissible. In case the vote of the Chairperson is invalid, including but notlimited to void and empty votes, the Chairperson must re-cast the vote until validity.

(h)

The Extraordinary General Assembly meeting shall be validly constituted if a minimum ofeighty (80) of the Ordinary Members are present or represented.

(i)

If a quorum referred to the above paragraph is not present within one (1) hour from the time
appointed for holding the meeting, the chair of the meeting shall be adjourned to anotherfuture date, not less than seven (7) days into the future; and if at such adjourned
Extraordinary General Assembly the quorum is not present within one (1) hour from the time
appointed for holding the adjourned meeting, the members present shall constitute thequorum.

Board of Governors(a)12

In the event that the Ordinary Member has voted by way of an E-Vote that Ordinary
Member shall not then cast a vote at the Extraordinary General Assembly in respectof the proposed resolution for which the E-Vote was submitted.
An Ordinary Member may submit their E-Vote at any time between receipt of theconvening note (pursuant to Article 9 (b)(ii)) and forty-eight (48) hours before thescheduled commencement of the Extraordinary General Assembly (“E- Voting
Period”). For the avoidance of doubt, any vote which is submitted after the E-Voting
Period shall not be counted.
In the event the Extraordinary General Meeting is adjourned, any E-Vote submitted
by an Ordinary Member in respect of any proposed resolution or other matter forwhich the E-Vote was submitted shall not be counted as a vote by the Ordinary
Member at the adjourned Extraordinary General Assembly and the Ordinary
Member shall be entitled to cast a fresh vote in respect of any similar resolution or
matter requiring a resolution at the adjourned Extraordinary General Meeting.

The Board of Governors shall be comprised of not less than three (3) Ordinary Members andshall not be more than sixteen (16) Ordinary Members. The members of the Board ofGovernors are in a honorary capacity and are as a matter of principle only entitled to aRoundtable on Sustainable Palm Oil (CHE-111.720.599)

remuneration equalling the effective expenses and out -of-pocket expenses. It is admissible
to pay a reasonable remuneration for special performances of individual members of theBoard of Governors.
(b)

(c)

The Board of Governors shall be elected by the General Assembly for a period of two (2)years. Each Ordinary Member may only elect a member within their own membership sector
and sub-sector as specified in Article 6 (e) to the Board of Governors. However, Oil Palm
Growers -Small Grower members as per Article 6 (e) (i) (i.v) may choose to cast their vote fora member within Oil Palm Growers Malaysia or Indonesia or Rest of the World sub-sectors
provided that the member voted for must be a member within the country or region ofprimary operations of the Oil Palm Growers – Small Grower member. The Board of Governors
members can be re-elected and the allocation of seats for the various membership sectorsof membership is as follows:
Membership Sector

Number ofseats

Oil Palm Growers

4

Palm Oil Processors and/or Traders
Consumer Goods Manufacturers
Retailers
Banks and Investors
Environmenta/NatureConservation
Organisations (Non Governmental
Organisations)s
Social/Development Organisations(Non Governmental Organisations)

2
2
2
2
2

Comments- 1 Representative for Malaysia- 1 Representative for Indonesia- 1 Representative for the
Smallholder Group Sector- 1 Representative for “Rest of theWorld”

2

The Board of Governors shall designate among its members one or more chairperson(s), one
or more Vice-chairperson(s) and a Treasurer by simple election by the Board of Governors
and the same shall have the following responsibilities, among others;(i)

The Chairperson(s)The incumbent chairs all meetings of RSPO Board of Governors and General
Assembly. The incumbent ensures the execution of all orders and resolutions of theGeneral Assembly and Board of Governors.

(ii)

The vice-Chairperson(s)The incumbent executes the duties vested upon him/her by the Board of Governors
and assists the Chairperson(s) of the Board at his/her request. In case of incapacity,refusal or resignation of the Chairperson(s) of the Board of Governors, the ViceChairperson(s) of the Board of Governors fulfils all his/her/their duties.

13

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(iii)The Treasurer
The incumbent is responsible for the collection of the funds of RSPO, unless theBoard of Governors decides differently. The incumbent reports to the Board ofGovernors those members who are late in paying their membership fee or any otherdue for more than sixty days.

14

(d)

A principal member of the Board of Governors may be replaced or substituted by a maximumof three (3) individual persons of the same membership sector or sub-sector, to be namedby the Members as Alternate(s) and to be elected at the General Assembly meeting.

(e)Members shall immediately notify in writing the Board of Governors of the termination of
their relationship with its member of the Board of Governors and/or Alternate. Members of
the Board of Governors and Alternates may resign to their office by written notice to theBoard of Governors at any time.

(f)Upon termination or resignation of an Alternate of a Member not having more than one
Alternate, the relevant Member shall be entitled to designate in writing to the Board ofGovernors within thirty (30) calendar days a new Alternate and the Board of Governors shallapprove such designation with effect until the next General Assembly meeting.

(g)Upon receipt of a written notice from a Member informing of its termination of relationshipwith its member of the Board of Governors or Alternate or upon receipt of a written noticefrom any member of the Board of Governors or from any Alternate informing of theirresignation the office of such member of the Board of Governors or Alternate shall
automatically terminate.

(h)

The termination of the office of a member of the Board of Governors shall automaticallyresult in the Alternate becoming the principal member of the Board of Governors for such
Member. Should such Member have more than one Alternate the resigning member of theBoard of Governors shall be replaced by the Alternate in the order elected at the General
Assembly meeting. In the event of termination of the relationship between a Member and amember of the Board of Governors with no Alternate the seat in the Board of Governors
corresponding to such Member shall be deemed vacant.

(i)

If a seat in the Board of Governors is vacant, the members of the Board of Governors
representing the membership sector with the vacant seat shall designate in writing an(interim) substitute until the next General Assembly meeting. Should the vacant seat result
from the termination of the relationship of a Member with its member of the Board ofGovernors or the resignation of a member of the Board of Governor, in each case with no
Alternate, the Member shall be entitled to designate in writing to the Board of Governors
within thirty (30) calendar days a new member of the Board of Governors and the membersof the Board of Governors of the relevant membership sector shall approve such designation
with effect until the next General Assembly meeting.

(j)

The powers of the substitutes shall expire concurrently to the expiration of the powers of thereplaced members or Alternates.

(k)

The appointments, resignations and replacements by the Board of Governors shall berecorded in the minutes of the General Assembly.

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(l)The Ordinary Members attending or being represented at the General Assembly shall electand/or revoke the members of the Board of Governors.

(m)

The Ordinary Members may not provide more than one member for the Board of Governors
at the same time.

(n)Powers(o)(i)

The general management of RSPO shall be the responsibility of the Board ofGovernors in collaboration with the Chief Executive Officer, who the Board shallappoint and determine the Chief Executive Officer’s powers and remuneration.

(ii)

The Board of Governors will work together with the Chief Executive Officer to discuss
the activities of the association and to guard the quality and financial viability.

(iii)

The Board of Governors in collaboration with the Chief Executive Officer, shall havethe power to, among others;
Direct and control the management of RSPO;•

Execute the resolution of the General Assembly meeting and take allmeasures to reach the established objectives;•

Establish guidelines for the programs of Working Groups or other suchcommittees (to be established if necessary) and to submit the same for theapproval of the General Assembly meeting;•Control RSPO expenses;•

Prepare the budgets and the annual accounts which will be submitted to theGeneral Assembly;•

In case of urgency, take all resolutions normally assigned to the General
Assembly, and submit them subsequently for the ratification of the General
Assembly.

(iv)

The Board of Governors in collaboration with the Chief Executive Officer may adopt
all policies and procedures necessary for the management of its activities and may,within the frame of its powers, delegate part of its powers and responsibilities toeither the Working Groups or other such committees or panels.

(v)

The Board of Governors will entrust the daily management of the RSPO to the Chief
Executive Officer and the Secretariat.

(vi)

The Board of Governors shall take all resolutions normally assigned to the General
Assembly, and submit them subsequently for the ratification of the General
Assembly, provided always that the resolution taken by the Board of Governors is
reasonable and shall be for the benefits of the member of RSPO.

Meeting(i)

15•

The Board of Governors shall meet a minimum of four (4) times in a year with amaximum of six (6) months between the meetings.

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(p)

12.

(ii)

The meeting shall be held upon receipt of a convening notice from the Chairperson(s)or upon request of one third of its members.

(iii)

A quorum of more than half of the members is required for a meeting and theresolutions are taken by consensus unless stated otherwise in the statutes. The
Board of Governors can take resolutions outside a meeting, through consultation
with the Board of Governors’ members.

(iv)

Each Board member may invite one expert to discuss specific subjects during theBoard meetings.

Signature and representation(i)

All acts binding the RSPO shall be signed by the Chairperson(s) of the Board ofGovernors, within the limits of his powers and as per the decision of the Board ofGovernors. The Chairperson(s) may assign in writing the authority to sign on hisbehalf to any other member of the Board of Governors.

(ii)

The association can be represented by any other person acting within the limits of aproxy by the Board of Governors, namely the Chief Executive Officer.

Chief Executive Officer and Secretariat Staff(a)Composition
The RSPO Secretariat shall consist of staff (“Secretariat Staff”) running operational businessactivities and carrying out the activities mentioned in Article 2.

(b)

13.

(i)

Day-to-day work for RSPO is carried out by the Secretariat staff, employed by RSPO
and/or under contract for RSPO. The Board of Governors appoints and sets thecondition of employment for the Chief Executive Officer. The Chief Executive Officer
is in charge of the operational management of RSPO in between meetings of theBoard of Governors pursuant to the general policies fixed by the Board.

(ii)

The management activities may be carried out partly or completely by Working
Groups or other such committees. The Secretariat will collaborate closely with theWorking Groups or other committees and facilitate their work.

Working Groups(a)16PowersThe Board of Governors can appoint Standing Committees, Task forces or other suchcommittees (hereinafter referred to as “Working Groups”) for carrying out activities in thefield of:•

General Best Practices•

Communication on Sustainable Palm Oil

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

•(b)

The composition of the Working Groups is formed by the Ordinary Members and Affiliate
Members and possibly other stakeholders to focus on specific tasks. Members may
participate in different Working Groups at the same time or may not participate in any
Working Group.

(c)

The members of the Working Groups will decide on the creation and working program of theWorking Groups through the Chief Executive Officer:

(d)

14.

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Any other specific issue dealing with Sustainable Palm Oil(i)

Either at the annual General Assembly meeting; or(ii)through the RSPO Secretariat.

Each Working Group is responsible for its own expenses. The funds that are necessary forthe coverage of those expenses may involve:•

Costs of experts and stakeholders to be invited in assessment and/or research•

Travel, subsistence and time costs of the employees of companies involved•

Costs of the group meetings•

Costs of large scale stakeholder involvement and communication(e)

These costs cannot be covered by the regular member fees, but will be provided by theinterested RSPO Members involved and/or by external donors. The Chief Executive Officer
and/or platform Manager will propose a repartition of the costs of the Working Groups overthe members involved.

(f)Each Working Group should elect among the members a chairperson, who shall be a
representative of an ordinary member. The chairperson elected shall be responsible towards
the Board of Governors for the management of his/her Working Group. The chairperson
chairs all meetings of that Working Group. The chairperson supervises the execution of theresolutions of the General Assembly meeting or of the Board of Governors with regard to theWorking Group. The incumbent is responsible for the controlled dissemination of
information produced by the Working Group in conformity with the policies of the Chief
Executive Officer and/or the Board of Governors.

(g)Each Working Group may state internal regulations. In such case, regulations should be
ratified by the Chief Executive Officer. Each Working Group may appoint a secretary. EachWorking Group shall submit a report on its activities and financial situation to the Board ofGovernors.

Complaints and Appeals Panels(a)

The composition, mandate and powers of the Complaints and Appeals Panels is as provided
for within the complaints procedures, and subject to Article 8 (d).

(b)

The Complaints and Appeals Panels shall ensure fairness and impartiality in handlingcomplaints, and there shall be strict separation of functions and powers of the panels from

Roundtable on Sustainable Palm Oil (CHE-111.720.599)

that of the Board of Governors. It is the responsibility of the members of the Complaints andAppeals Panels to disclose any conflict of interest that would render them unsuitable to heara complaint.
(c)

15.

16.

17.

Annual Accounts(a)The fiscal year of RSPO association shall be from the first day of July until the thirtieth day ofJune the following year.

(b)

The annual accounts of RSPO are audited and certified at the end of each fiscal year by one
or more certified accountants.

(c)

The treasurer submits to the Board of Governors the annual accounts for the past year aswell as the budget for the following year. The accounts and budgets have to be approved by
the General Assembly meeting.

Membership Fees(a)

The Board of Governors determines the amount of the membership fees and all other duesof the members, as well as the method of payment and submits them to the approval of theGeneral Assembly meeting.

(b)

All modifications to the membership fees or other dues shall be effective after a period ofthirty days from the notification of such modification to the members. This notification shallbe in writing.

(c)

The Board of Governors may propose to the General Assembly any changes to the maximum
membership fee for one year.

(d)

The Board of Governors may propose to the General Assembly a reduced membership feethat enables appropriate organisations to become full members of the RSPO. The Board ofGovernors is empowered to decide which active member is eligible for a reduced fee.

RSPO’s Finances
(a)

(b)

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Membership to the Complaints and Appeals Panel is voluntary and shall be without
expectation of remuneration.

The finances of RSPO shall include:(i)

The membership fees;(ii)

Any donation and legacy that might fall to RSPO and any other financial resources
authorised by law.

Solely the assets of RSPO may be used towards reimbursement of the debts contracted in
the name of RSPO and no member, including the members of the Board of Governors, shallin any case be held liable for any such debts.

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18.

19.

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Members’ Interest In The Assets Of RSPO(a)

All interest of each member in the funds, investments and other assets belonging to RSPO
shall immediately cease and terminate in the event that the membership of such member in
RSPO shall terminate, for any reason whatsoever.

(b)

In the event of such termination, such member and the representatives of such member shallhave no claim on account of the other members, or their representative, or any of them,with regard to the assets of RSPO.

Dissolution(a)

The RSPO may be dissolved by the pronunciation of at least two third of the Ordinary
Members present at the General Assembly or Extraordinary General Assembly.

(b)

In the event of such dissolution, one or more liquidators shall be designated by the General
Assembly or Extraordinary General Assembly and the assets, if any, shall be allocatedaccording to the rules determined by the General Assembly.

(c)

The assets remaining upon dissolution of the association must be allocated to a tax exempted
institution domiciled in Switzerland with same or similar objectives. A distribution amongst
the members is excluded. The allocation of assets shall be made after payment or
constitution of a deposit for all indebtedness of RSPO.

(d)

The courts of Zurich, Switzerland, shall have sole jurisdiction for litigation concerning assets,
which would not have been allocated as provided above.

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